Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Company and each of the Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities:
Offer, Sale and Resale Procedures. The Initial Purchaser, on the one hand, and the Company, Finance Corp., GCA Holdings and each of the Guarantors, on the other hand, hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities: Offers and sales of the Securities will be made only by the Initial Purchaser or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S under the Securities Act, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof. No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) will be used in the United States in connection with the offering of the Securities. Upon original issuance by the Company and Finance Corp., and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Securities) shall bear the following legend: “THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES AND GUARANTEES MAY BE TRANSFERRED (A) TO THE CO...
Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Copano Parties, on the other hand, hereby agrees that they have observed and will observe the following procedures in connection with the offer and sale of the Securities:
Offer, Sale and Resale Procedures. Each of the Underwriters, on the one hand, and the Company and Delhaize America, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities:
Offer, Sale and Resale Procedures. Each of the Initial Purchaser, the Pokagon Parties and the Manager hereby agree to observe the following procedures in connection with the offer and sale of the Securities:
Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Company and Delhaize America, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Notes:
Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Issuer and each of the Guarantors, on the other hand, hereby agree to ob- serve the following procedures in connection with the offer and sale of the Notes: (a) Offers and sales of the Notes will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to persons whom the offeror or seller reasonably believes to be Qualified Institutional Buyers or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Notes may be made in reliance upon Regulation S upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof. (b) The Notes will be offered by approaching prospective Subsequent Pur- chasers on an individual basis. No general solicitation or general advertising (within the
Offer, Sale and Resale Procedures. Each of the Initial Purchasers, the Company and the Guarantors hereby establishes and agrees to observe the following procedures in connection with the offer and sale of the Notes and the Guarantees:
Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Issuer and, upon the execution and delivery of the Purchase Agreement Joinder, the GCA Guarantors and the Multimedia Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities:
Offer, Sale and Resale Procedures. (a) It is understood that the several Initial Purchasers propose to offer the Securities for sale as set forth in the Final Offering Memorandum. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company Parties that:
